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Concerned Shareholders of Alexandria Minerals Announce Intention to Requisition Shareholder Meeting

09 Feb 2018

TORONTOFeb. 9, 2018  – A group of concerned shareholders (the Concerned Shareholders) of Alexandria Minerals Corporation (TSX-V: AZX; OTCQB: ALXDF; Frankfurt: A9D) (Alexandria or the Company), comprised of, among others, Mr. Eric Owens, a founder of, and the CEO and a director of, Alexandria, and NHP Asset Management AG, announced today that they intend to deliver a requisition to the Company and its directors in the coming days requisitioning a special meeting of shareholders.

The meeting is being called to replace three incumbent directors, Messrs. Peter GundyWalter Henry and Gary O’Connor, with the Concerned Shareholders’ highly qualified and experienced nominees: Mr. Ian Mellon, Mr. Chris Hopkins, and Mr. Brian Murray.

The Concerned Shareholders believe that the Alexandria board, as currently constituted, has failed to be responsive to shareholder expectations and has no coherent strategy for value creation.  Instead, as announced on December 20, 2017, the existing board has formed a special committee, which has been tasked with examining strategic alternatives for the Company, with no defined timeline.

The Concerned Shareholders firmly believe that the strategic review process announced by the board is not in the best interests of the shareholders or the Company. It is very clear that a newly constituted board of directors is required to unlock the full potential value of Alexandria’s assets, and steward the Company through an important and active period in its growth story. Of particular importance are the previously announced upcoming resource estimate which will build upon the Current Resources previously calculated in 2009 on its Orenada project in Val d’Or, Quebec, as well as a previously announced 60,000 m 2018 drill program which follows on the heels of a very successful 45,000 m drill program in 2017.

The Concerned Shareholders’ selected board nominees are highly experienced junior mining and capital markets individuals:

  • Mr. Ian Mellon – Mr. Mellon has been in the U.S. and Canadian capital markets business since 1975, beginning with Gordon Securities in Toronto and Johnson Lane in Atlanta. During the 1990’s, Mr. Mellon became head of institutional equity sales at Scotia McLeod, and followed with sales positions at Nesbitt Burns, Blackmont Capital and PI Financial. Mr. Mellon has a BA degree in American History and Economics from Western University.
  • Mr. Chris Hopkins – Mr. Hopkins has over 30 years of financial management experience in the resources industry. He has spent most of his career in senior roles with public mining companies, including Kerr Mines Inc, U.S. Silver, Rio Algom, BHP Billiton, Suncor and several Canadian and international junior mining companies. He has broad junior resource experience in the areas of corporate finance, capital markets, mergers and acquisitions, investor relations, financial and management reporting. He has a Bachelor of Commerce from the University of Toronto, and a Chartered Accountant designation and MBA from the Schulich School of Business at York University.
  • Mr. Brian Murray – Mr. Murray is a CPA and is President of Murcon Ltd., a financial consulting firm. Mr. Murray has over 25 years of experience in the resource and investment markets and has served as an officer and director of numerous public companies. He has an MBA from York University and a B.Sc. from the University of Toronto.

If the Concerned Shareholders are successful at the meeting, the board of Alexandria will be composed of Messrs. Mellon, Hopkins and Murray, together with incumbent directors Eric OwensRobert Geis and Priya Patil.

The Concerned Shareholders collectively own or exercise control or direction over more than 5% of the outstanding common shares of Alexandria.

Information Concerning the Concerned Shareholders’ Nominees

Concerned Shareholder Nominees

Name and Province/ State and
Country of Residence

Present Principal Occupation,
Business or Employment

Number of Common Shares
Beneficially Owned
or Controlled

Robert Brian Murray, Ontario,
Canada

President of Murcon Ltd., a financial consulting firm since 1990

NIL

Chris Hopkins, Ontario, Canada

Consulting CFO, self-employed

NIL

Ian Robert Mellon, Ontario, Canada

Self-employed

NIL

Other Boards of Reporting Issuers

As at the date of this Requisition, the directorships held by each of the Concerned Shareholder Nominees in reporting issuers (or the equivalent) in Canada or otherwise, are as set out below:

Concerned Shareholder Nominees

Other Reporting Issuers

Robert Brian Murray

Braveheart Resources Inc.

Cava Resources Inc.

Gorilla Minerals Corp.

Pedro Resources Ltd.

SBD Capital Corp.

Stina Resources Ltd.

Chris Hopkins

Cava Resources Inc.

Pedro Resources Ltd.

ScoZinc Mining Ltd.

Stina Resources Ltd.

Other Information Concerning the Concerned Shareholder Nominees

Except as set out below, to the knowledge of the Concerned Shareholders, no Concerned Shareholder Nominee is, at the date hereof, or has been, within ten (10) years before the date hereof: (a) a director, chief executive officer or chief financial officer of any company that (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than thirty (30) consecutive days (each, an “order”), in each case that was issued while the Concerned Shareholder Nominee was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the Concerned Shareholder Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) a director or executive officer of any company that, while such Concerned Shareholder Nominee was acting in that capacity, or within one (1) year of such Concerned Shareholder Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) someone who became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Concerned Shareholder Nominee.

Brian Murray was a director of Process Capital Corp when it was ceased traded in May 2012 by the Ontario Securities Commission (“OSC“), the Alberta Securities Commission (“ASC“) and the British Columbia Securities Commission (“BCSC“) for failing to file certain required financial statements and related filings. The company currently remains cease traded. Mr. Murray resigned from the board of directors of Process Capital Corp. in June 2017.

Brian Murray was a director of High American Gold Inc. (now Antioquia Gold Inc.) (“High American“) when it was cease traded in August 2002 by the OSC, the ASC and the BCSC for failing to file its annual financial statements and related filings. On March 5, 2008, the OSC issued a full revocation of the cease trade order issued on August 26, 2002 against High American. The BCSC and the ASC also issued full revocations of the cease trade orders previously issued against High American effective March 6, 2008 and March 10, 2008, respectively.

Brian Murray was a director of Explorers Alliance Corp. (“Explorers Alliance“) in February 2002 when it had cease trade orders issued against it by the OSC, the ASC and the BCSC for failure to file financial statements. Explorers Alliance currently remains cease traded; however, Mr. Murray resigned from his position as a director in January 2008.

Brian Murray was a director of Leasecor Equipment Finance Inc., a private company, which filed a proposal under the Companies’ Creditors Arrangement Act (CCAA) in January 2008 and became bankrupt thereafter.

To the knowledge of the Concerned Shareholders, as at the date hereof, no Concerned Shareholder Nominee has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a Concerned Shareholder Nominee.

To the knowledge of the Concerned Shareholders, none of the Concerned Shareholders or directors or officers of the Concerned Shareholders, or any associates or affiliates of the foregoing, or any of the Concerned Shareholder Nominees or their respective associates or affiliates, has: (a) any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or will materially affect the Corporation or any of its subsidiaries; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting, other than the election of directors.

Additional Information

The information contained in this news release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws.  Although the Concerned Shareholders intend to requisition a meeting of shareholders (the Meeting), there is currently no record or meeting date and shareholders are not being asked at this time to execute a proxy in favour of the Concerned Shareholders’ nominees. In connection with the Meeting, the Concerned Shareholders may file a dissident information circular (the Information Circular) in due course in compliance with applicable securities laws.

Notwithstanding the foregoing, the Concerned Shareholders are voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations.

This news release and any solicitation made by the Concerned Shareholders in advance of the Meeting is, or will be, as applicable, made by the Concerned Shareholders, and not by or on behalf of the management of Alexandria. All costs incurred for any solicitation will be borne by the Concerned Shareholders, provided that, subject to applicable law, the Concerned Shareholders may seek reimbursement from Alexandria of the Concerned Shareholders’ out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the board.

The Concerned Shareholders are not soliciting proxies in connection with the Meeting at this time, and shareholders are not being asked at this time to execute proxies in favour of the Concerned Shareholders’ nominees (in respect of the Meeting). Proxies may be solicited by the Concerned Shareholders pursuant to an Information Circular sent to shareholders after which solicitations may be made by or on behalf of the Concerned Shareholders, by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by the Concerned Shareholders, who will not be specifically remunerated therefor. The Concerned Shareholders may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. The Concerned Shareholders may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholders.

The Concerned Shareholders are not requesting that Alexandria shareholders submit a proxy at this time. Once the Concerned Shareholders have commenced a formal solicitation of proxies in connection with the Meeting, proxies may be revoked by instrument in writing by the shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law or the by-laws of Alexandria. None of the Concerned Shareholders or, to their knowledge, any of their associates or affiliates, has any material interest, direct or indirect, (i) in any transaction since the beginning of Alexandria’s most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Alexandria or any of its subsidiaries; or (ii) by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting, other than the election of directors to the board.  Alexandria’s principal office address is 1 Toronto Street, Suite 201, Toronto, Ontario, M5C 3B2.

A copy of this news release may be obtained on Alexandria’s SEDAR profile at www.sedar.com.

SOURCE Concerned Shareholders of Alexandria Minerals Corporation

For further information: Eric Owens, Tel: 416-509-5385